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<br />SPENCER FANE
<br />B R I T T , B ROW N E llP
<br />
<br />ATTORNEYS II COUNSELORS AT LAW
<br />
<br />Standard Terms of Engagement for Legal Services
<br />
<br />This statement sets forth the standard terms of
<br />our engagement as your lawyers.
<br />
<br />The Scope of Our Work
<br />You should have a clear understanding of the
<br />legal services we will provide, Any questions that you
<br />have should be dealt with promptly,
<br />
<br />We will at all times act on your behalf to the
<br />best of our abili1y, Any expressions on our part
<br />concerning the outcome of your legal matters are
<br />expressions of our best professional judgment, but are
<br />not guarantees, Such opinions are necessarily limited to
<br />our knowledge of the facts and are based on the state of
<br />the law at the time they are expressed,
<br />
<br />It is our policy that, for conflict of interest
<br />purposes, the person or enti1y that we represent is the
<br />person or enti1y that is identified in our engagement
<br />letter and does not include any affiliates of such person
<br />or enti1y, For example, if you are a corporation or
<br />partnership, our representation does not extend to any
<br />parents, subsidiaries, employees, officers, directors,
<br />shareholders or partners of the corporation or
<br />partnership, or commonly owned corporations or
<br />partnerships. If you are a trade association, our
<br />representation does not extend to any members of the
<br />trade association, unless such members undertake
<br />individual arrangements with us,
<br />
<br />It is also our policy that, for conflict of interest
<br />purposes, the attorney-client relationship will be
<br />considered terminated upon our completion of the
<br />services that you have retained us to perform, If you
<br />later retain us to perform further or additional services,
<br />our attorney-client relationship will be revived subject
<br />to these terms of engagement, as they may be
<br />supplemented at that time,
<br />
<br />Who Will Provide the Lel!al Services
<br />Customarily, each client of the firm is served by
<br />a principal attorney contact. The principal attorney
<br />
<br />should be someone in whom you have confidence and
<br />with whom you enjoy working. You are free to request
<br />a change of principal attorney at any time. Subject to
<br />the supervisory role of the principal attorney, your work
<br />or parts of it may be performed by other lawyers and
<br />legal assistants in the firm. Such delegation may be for
<br />the purposc ofinvolving lawyers or legal assistants with
<br />particular skills or experience in a given area or for the
<br />purpose of providing services in the most efficient and
<br />timely basis.
<br />
<br />How Fees Will Be Set
<br />Our fees for legal services are customarily
<br />determined on the basis of an hourly rate, Each of our
<br />lawyers and legal assistants has an hourly rate, as
<br />determined by the firm's management, consistent with
<br />the experience, reputation, and abilities of the lawyers
<br />and legal assistants performing the services, The hourly
<br />rates of each of our lawyers and legal assistants are
<br />reviewed annually to reflect current levels of legal
<br />experience, reputation, ability, costs, and other factors.
<br />
<br />We will keep accurate records of the time we
<br />devote to your work, including negotiations, factual and
<br />legal research and analysis, document preparation and
<br />revision, and other related matters.
<br />
<br />Occasionally we are requested to estimate the
<br />amount of fees and costs I ikely to be incurred in
<br />connection with a particular matter. When requested,
<br />we will attempt to furnish such an estimate, based upon
<br />our past experience and best professional judgment, but
<br />with an understanding that such an estimate is not a
<br />maximum or fixed-fee quotation,
<br />
<br />For certain well-defined services (for example, a
<br />simple business incorporation), we may quote a flat fee
<br />and the scope of the services to be provided.
<br />
<br />It is our general policy not to accept
<br />representation on a flat-fee basis except in such defined-
<br />services areas or pursuant to a special arrangement
<br />
<br />IOOOWALNln-SIHI;I;\,SlilTI' 1400
<br />KANs.>\sCn"Y.MIs--;!llll\l 64106-2140
<br />(S16) 47HIOO FAX (816l 474-3216
<br />
<br />I N. BI:H~I\'(!l.)(ll)B(ll)I.I'VM,P.SIIlT)' 1(\10 9-tOll"llIM-:CltH'KPARKWAY,SIII'II'700
<br />S r.li llJlS. MIsS( \\lRl 63i05.3015 OvERl.;\NP P,\H.K, KAl'Y"S.>\S 66210-2005
<br />(314)863_77331",\)((314)862-'1656 (913)345-8100 FAX (913) 34S.0736
<br />www.SIJ<.~nc~rt~ ll.:.c~)m
<br />
<br />9420 UNIWltW( l< 11' AVIONlll', Slim' 200
<br />OMAIIA, NI'I\IMSKA 68114_66OS
<br />(402)965-8600 F..\x(402\965-8601
<br />
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